Examples of Section 102 Securities in a sentence
The Company shall include in the request for the Options Tax Ruling a request to exempt Newco, the Surviving Corporation, the Payment Agent and their respective agents from any withholding obligation with respect to consideration paid for Section 102 Securities.
At or prior to the Closing, Parent will deposit (or cause to be deposited) with the Payment Agent (or the Section 102 Trustee, with respect to the Section 102 Securities and Section 3(i) Options), by wire transfer of immediately available funds, for payment to the holders of Shares pursuant to Section 2.7, an amount of cash equal to the aggregate consideration to which such holders of Company Ordinary Shares become entitled pursuant to Section 2.7 (the “Exchange Fund”).
At or prior to the Effective Time, Parent shall transfer or cause to be transferred (including cause the Surviving Company to transfer) (i) the aggregate Option Consideration with respect to Section 102 Options, and (ii) the Merger Consideration payable in respect of Section 102 Shares, to the Section 102 Trustee, on behalf of holders of Section 102 Securities, in accordance with Section 102 and the Option Tax Ruling, if obtained (the “102 Amounts”).
The Company shall include in the request for the Section 102 Tax Ruling request to exempt Parent, the Surviving Company and their respective agents from any withholding obligation in relation to any payments made with respect to any Section 102 Securities.
The initial request shall be filed as a fast track ruling request for an interim approval confirming, among other things, that Newco and any Person acting on its behalf (including the Payment Agent and the Surviving Corporation) shall be exempt from Israeli withholding Tax in relation to any payments made with respect to any Section 102 Securities to the Payment Agent, the Section 102 Trustee or the Company in connection with the Merger (the “Interim Option Tax Ruling”).
All Company Equity Plans authorizing the issue of Section 102 Securities comply with Section 102 of the ITO and the regulations promulgated thereunder and have been approved or deemed approved by the relevant assessing officer.
The Company has made available to Parent complete and accurate copies of all Company Equity Plans and the forms of all award agreements evidencing outstanding Company Equity Awards, all agreements under the Company Equity Plans that materially deviate from such forms of award agreement and all tax rulings issued with respect to the Company’s Section 102 Securities.
No changes to the terms of any award of Section 102 Securities which requires the approval of the ITA have been made without the approval of the ITA, and all of the changes that have been made were communicated to the 102 Trustee.